New Company Securities has the meaning set forth in Section 6.01(b).
New Company Securities means (A) any shares of capital stock (of any class) of the Company or any of its Subsidiaries, including Common Shares, shares of Preferred Stock or other Equity Securities, whether now authorized or not, issued after the Effective Date, or (B) any options, warrants, convertible notes, securities of any type or similar rights issued by the Company or any of its Subsidiaries after the Effective Date that are or may become convertible into or exercisable or exchangeable for, or that carry rights to subscribe for, any shares of capital stock (of any class), including Common Shares, shares of Preferred Stock or other Equity Securities (each of the foregoing reference in such clause (B), a “Convertible Security”); provided, however, that the term “New Company Securities” does not include any securities (1) issued as consideration to effect the acquisition of another entity by the Company or any of its Subsidiaries pursuant to a merger, consolidation, amalgamation, exchange of shares, the purchase of all or substantially all of the assets, or otherwise; (2) issued to any directors or employees of the Company or any of its Subsidiaries pursuant to any incentive stock plan or other form of incentive compensation approved and adopted by the Company, and any Common Shares or other equity issued upon the exercise thereof; (3) issued upon the exercise of or conversion of the Senior Preferred Shares; (4) issued to the Shareholders upon any stock split, stock dividend, combination or other similar event with respect to the Common Shares or other capital stock; (5) issued pursuant to the Purchase Agreement, or (6) issued as “kickers” to lenders or otherwise in connection with any financing arrangements which are entered into in a manner consistent with the provisions of the Articles of Incorporation.
New Company Securities means the New Common Stock and the New Preferred Stock.
Examples of New Company Securities in a sentence
One prospectus relates to the New Company Securities, Outstanding Shareholder Class A Shares and the Issuable Class A Shares (the “Securities Prospectus”) and the other prospectus relates to the Outstanding Shareholder Preferred Shares (the “Preferred Shares Prospectus” and, together with the Securities Prospectus, the “Prospectuses”).
The Company may, during the 120-day period following the expiration of the Acceptance Period, offer the remaining unsubscribed portion of the New Company Securities to any person or persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Issuance Notice.
Each Stockholder agrees that any Common Stock or other voting securities of the Company purchased or otherwise acquired by him after the date of execution of this Agreement ("New Company Securities") shall be subject to the terms of this Agreement to the same extent as if they had been owned by him on the date hereof.
Subject to Subscriber’s obligation to use good faith efforts to cause the Subscriber Rights Holders to close on the entire amount set forth in the Acceptance Notice, each Subscriber Rights Holder may amend its respective Acceptance Notice at any time prior to the closing of the issuance of New Company Securities to reduce the number or amount of New Company Securities to be purchased.
This Agreement embodies the entire agreement and understanding of the parties with respect to the purchase of the New Company Securities and supersede any and all prior agreements, arrangements and undertakings, whether written or oral, relating to such purchase.
More Definitions of New Company Securities
New Company Securities means, collectively, any and all shares of Company's capital stock, other securities of Company and rights, options and warrants to acquire shares of Company's capital stock and other securities of Company that Affiliate may purchase or otherwise acquire any interest in (whether directly or indirectly, of record or beneficially), on and after the Effective Date of this Agreement and prior to the Expiration Date (as defined below). All New Company Securities will be subject to the terms of this Agreement to the same extent and in the same manner as if they were Company Securities. Except as otherwise disclosed in the Company Schedules, at all times until and through the Expiration Date, all the New Company Securities will be free and clear of any
New Company Securities means any capital stock of the Company (including Common Stock or preferred stock of the Company), whether now authorized or not, and any equity rights of the Company (collectively, “Stock”); provided, however, that the term New Company Securities does not include any stock issued pursuant to: (i) any stock options, warrants or equity convertible into Common Stock as of the Closing Date, (ii) any stock option or similar plan approved by the Investor, (iii) any Common Stock issued in a bona fide public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), so long as the Company receives proceeds in such public offering (net of selling commissions and underwriting discounts) of at least $1,000,000 and so long as the shares of Common Stock sold in such public offering are listed on Nasdaq or any other national securities exchange, or (iv) any Stock issued in order to acquire another company, business or assets, in a transaction approved by the Board of Directors of the Company (the “Board”) and consented to by the Investor.
New Company Securities means (i) any Common Shares, preferred shares or other equity securities of the Company, whether now authorized or not, issued after the date hereof; and (ii) any options, warrants, convertible notes, or similar rights issued after the date hereof that are or may become convertible into or exercisable or exchangeable for, or that carry rights to subscribe for, any equity securities of the Company (each, a “Derivative Security”); provided, however, that the term “New Company Securities” does not include (a) securities issued as consideration to effect the acquisition of another entity by the Company pursuant to a merger, consolidation, amalgamation, exchange of shares, the purchase of all or substantially all of the assets, or otherwise, approved by the Board (including the affirmative vote of at least one Arch Designated Director); (b) options issued to any directors or employees of the Company or any of its subsidiaries pursuant to any incentive stock plan or other form of incentive compensation approved by the Board or by the compensation committee thereof (in each case, including the affirmative vote of at least one Arch Designated Director), whether now authorized or not, and any Common Shares issued upon the exercise thereof; (c) Common Shares issued upon the exercise of or conversion of any Derivative Security that is outstanding on the date hereof; (d) Common Shares or other securities issued upon the exercise or conversion of any Derivative Security as to which a New Issue Notice (as defined below) has already been made; (e) Common Shares or other capital stock issued to the Company’s Shareholders upon any stock split, stock dividend, combination or other similar event with respect to the Common Shares or other capital stock; or (f) Common Shares, Preference Shares and Warrants issued after the date hereof and on or prior to the Closing Date in connection with the private placements described in the PPM.
New Company Securities means (A) any debt securities of the Company and (B) Common Stock, preferred stock, any other stock or equity interest in the Company, whether presently authorized or authorized at a future date and whether or not convertible into or exchangeable or exercisable for Common Stock, and any warrants, options, or other rights to subscribe for or to purchase any of the foregoing, or any securities exercisable or exchangeable for or convertible into any of the foregoing (collectively, “Stock”); provided, however, that the term New Company Securities does not include any Stock issued pursuant to: (i) the grant of equity-based awards, or the exercise of any such awards, under the Company’s 2012 Equity Incentive Plan or any similar plan approved by the Company’s shareholders; (ii) the exercise of stock options outstanding as of the date of this Agreement; (iii) the exercise of warrants to purchase Common Stock outstanding as of the date of this Agreement or that are hereafter issued in compliance with this Agreement; (iv) the conversion of any shares of preferred stock outstanding on the date of this Agreement or that are hereafter issued in compliance with this Agreement; (v) the conversion of promissory notes outstanding as of the date of this Agreement or that are hereafter issued in compliance with this Agreement, (vi) the conversion of the Note; (vii) the conversion of promissory notes issued to any Subscriber Rights Holder; (viii) other transactions with any Subscriber Rights Holder; or (ix) consummation of a transaction involving a bona fide merger or consolidation of the Company with, or acquisition by the Company of, any other corporation or entity, which transaction is approved by the Company’s shareholders.
New Company Securities means any debt, equity or equity-like interest or participation right in a Digital Colony Company (including any Interest), or securities, rights or interests of any type whatsoever that are, or may become, convertible into or exercisable or exchangeable for any such Ownership Interests; provided, that such sales or issuances are either permitted under this Agreement or, if applicable, the A&R DCMH Agreement, or approved by the Wafra Representative as required pursuant to this Agreement and, if applicable, the A&R DCMH Agreement; and provided, further, that the term “New Company Securities” does not include (x) bank loans, revolving credit facilities, letters of credit or other customary commercial banking arrangements or (y) securities issued (i) pursuant to any dividend, split, combination or other reclassification by a Digital Colony Management Party of Interests, treating each class or series of outstanding Interests equally; (ii) by one Digital Colony Management Party that is wholly owned (directly or indirectly) by a Digital Colony Management Party to such Digital Colony Management Party that wholly owns (directly or indirectly) the issuing Digital Colony Management Party; (iii) pursuant to the Management Incentive Plan (but only to the extent contemplated by Schedule 3.4(c)); (iv) pursuant to an IPO by any Digital Colony Management Party (or successor corporation thereto) or other entity formed for the purposes of an IPO of the Digital Colony Business, subject to compliance with Section 4.8; or (v) in connection with the Conversion.
New Company Securities means, collectively, any and all shares of the Company's capital stock, other securities of the Company and rights, options and warrants to acquire shares of the Company's capital stock and other securities of the Company that Stockholder may purchase or otherwise acquire any interest in (whether directly or indirectly, of record or beneficially) on and after the Effective Date of this Agreement and prior to the Expiration Date (as defined below). All New Company Securities will be subject to the terms of this Agreement to the same extent and in the same manner as if they were Company Securities. Except as otherwise disclosed in the Company Disclosure Letter, at all times until and through the Expiration Date, all the New Company Securities will be free and clear of any rights of first refusal, co-sale rights, security interests, claims, options, charges or any other encumbrances. As used herein, the term "EXPIRATION DATE" means the earliest to occur of (i) the effectiveness of the Merger or (ii) such time as the Plan may be terminated in accordance with its terms.
New Company Securities means (A) any Common Shares or other equity securities of the Company, whether now authorized or not, issued after the IPO Effective Date and (B) any options, warrants, convertible notes, securities of any type or similar rights issued after the IPO Effective Date that are or may become convertible into or exercisable or exchangeable for, or that carry rights to subscribe for, any Common Shares or other equity securities of the Company (each of the foregoing reference in such clause (B), a “Derivative Security”); provided, however, that the term “New Company Securities” does not include (1) securities issued as consideration to effect the acquisition of another entity by the Company pursuant to a merger, consolidation, amalgamation, exchange of shares, the purchase of all or substantially all of the assets, or otherwise, approved by the Board; (2) any Common Shares, restricted shares, options, warrants or any other equity (or equity based security) issued to any directors or employees of the Company or any of its subsidiaries pursuant to any incentive stock plan or other form of incentive compensation approved by the Board or by the compensation committee thereof and any Common Shares issued upon the exercise thereof, to the extent the aggregate amount of securities so issued does not exceed 10% of the Fully Diluted Share Capital as of the first anniversary of the IPO Effective Date (it being agreed that any securities issued or issuable under the terms of any such incentive stock plan as in effect on the IPO Effective Date shall not count towards the foregoing 10% cap); (3) Common Shares issued upon the exercise of or conversion of any Derivative Security that is outstanding on the IPO Effective Date; (4) Common Shares or other securities issued upon the exercise or conversion of any Derivative Security as to which an MGU HoldCo New Issue Notice (as defined below) has already been made; (5) Common Shares or other capital stock issued to the Company’s Shareholders upon any stock split, stock dividend, combination or other similar event with respect to the Common Shares or other capital stock; (6) any Common Shares issued or issuable upon the conversion of any Preference Shares issued after June 9, 2015 and on or prior to December 31, 2015 at a price equal to or greater than $10 per Common Share or $10,000 per Preference Share; (7) preferred shares of the Company which are not convertible into or exercisable or exchangeable for Common Shares, preferred shar...